Since 2004 our laboratory at the University of Wisconsin-River Falls has been using a unique natural extra-cellularmatrix material to model complex artificial tissues from cell lines, fetal and juvenile primary tissues and human embryonicstem cells. This work is designed to develop new and exciting methods to study and test the cellular basis of tissuearchitecture. In addition, we are also interested in using this approach for modeling primary human tumor tissues to exploreits potential use as a clinical therapeutic design tool. In the current study, we are seeking to produce and characterizecomplex 3D artificial tissue structures from the cervical cancer cell line, Hela. Cells have been loaded onto scaffolds andmonitored for more than 2 months of continuous culture as they progressed from simple single-celled monolayers to largecomplex multi-layered structures on 3D scaffolds. Samples were periodically harvested for embedment, sectioning andimmunolabeling as well as for scanning electron microscopy studies. Additional matching samples will later be harvestedand examined using RT-PCR to monitor specific gene expression patterns and how they change over time in culture. Ofparticular interest in these studies will be the expression and localization of cell-cell and cell-substrate adhesion proteins.Current samples were examined using SEM to evaluate the morphological characteristics of individual cells as well as wholepopulations of cells in the larger and longer-term artificial tissue structures. These samples have already yielded a wealth ofinsights into 3D tumor cell population dynamics and behaviors including both migratory (invasive) cells and whole populationdifferentiation and specialization over large areas of artificial tumor tissue structure. This differentiation has gone so as far asthe presentation of subsets of cells with distinctive surface smoothing reminiscent of keratinized epithelial cell populations.Together with earlier observations from previous studies, these data are being used to further characterize the nature anddimensions of the artificial cervical cancer tissues produced using this new approach to long-term 3D artificial tumor tissueculture.